From March 1, 2020, a new type of capital company will be introduced in Poland - a simple joint-stock company (P.S.A.).

By the introduction of the P.S.A. the legislator intended to facilitate the organization and financing of innovative ventures, by significantly simplifying, deformalising and providing flexibility to the principles of establishing the company, raising capital and trading in shares as well as management and supervision, as compared to the previously used constructions of the limited liability company and joint-stock company.

Establishment of a company

• The articles of association may be concluded not only in the form of a notarial deed, but also by electronic means, using a template (provided that only cash contributions are made);
• The subject of in-kind contributions may also be the provision of work or services, which is of great importance when creating companies based on new technologies; the value of in-kind contributions is not subject to audit by a certified auditor;
• Prior to registration, contributions of at least PLN 1 must be made.

Shares

• The issue of new shares requires, as a rule, an amendment to the articles of association and must be recorded by a notary public, unless it is based on the previous provisions of the articles of association. Nevertheless, the agreement on taking up shares may be concluded in a documentary form, i.e. also by means of electronic distance communication, which, combined with the lack of a specific nominal value of shares, facilitates the use of the popular crowdfunding;
• The shares have a dematerialized form, they are registered in the register of shareholders kept by a notary public or an entity authorized to keep securities accounts; their transfer requires, as a rule, the conclusion of an obligating agreement in a documentary form, otherwise being null and void, and an entry in the shareholders’ register;
• The company may issue founding shares that ensure a specified minimum ratio of the number of votes attached to these shares to the total number of votes as well as silent shares, which allows the start-up founder to maintain control over the company despite obtaining further financing tranches.

​The capital

• There is a share capital in the company, to which cash and non-cash contributions are allocated, the minimum amount of the share capital is PLN 1. The amount of the share capital is not specified in the articles of association. The provisions on amendments to the articles of association are not applied to changes of the share capital’s amount;
• Shareholders may also receive payments from the share capital, provided that it does not fall below the amount representing 5% of the sum of the company’s liabilities resulting from the approved financial statements for the last financial year, and the payment does not lead to the company losing, under normal circumstances, the ability to perform its due monetary liabilities within six months from the date of making the payment.

Governing bodies

• Resolutions of the general meeting, with the exception of resolutions on amendments to the articles of association, do not have to be recorded by a notary public, they may be adopted in writing or by means of electronic communication; the general meeting of shareholders may be also held abroad;
• The establishment of the supervisory board is not obligatory;
• Instead of a management board and supervisory board, a company may have a board of directors, which manages the affairs of the company, represents the company and oversees the management of the company's affairs; this body may include executive directors, managing the affairs of the company and non-executive directors, performing mainly supervisory functions.

​Liquidation of a company

• After the dissolution of the company, instead of formal liquidation, with the consent of the registry court, all the company’s assets may be taken over by the designated shareholder, with the obligation to satisfy the creditors and other shareholders.

In connection with the abovementioned deformalisation and flexibility of the S.P.A. construction the legislator decided that its shares may not be admitted or introduced to organized trading within the meaning of the regulations on trading in financial instruments. However, if necessary, S.P.A. may be transformed into a joint stock company.